SLOVENIA Law and Practice Contributed by: Tomaž Ilešič, Aleksandra Mitić, Ajas Midžan and Lea Zahrastnik, Rojs, Peljhan, Prelesnik & Partners
3.3 Filing Fees For filings, an administrative fee of EUR2,000 applies. It is payable on submission, and proof of payment must be attached to the notification. 3.4 Parties Responsible for Filing The allocation of filing responsibility follows the struc - ture of the transaction: • in mergers and acquisitions of joint control (includ - ing the creation of joint ventures), the notification must be filed jointly by all undertakings acquiring control (ie, all parent companies to the joint ven - ture); and • in all other cases, the obligation rests solely with the undertaking (or person) acquiring control over the target. 3.5 Information Included in a Filing Documents and Information Required for Filing The notification follows a prescribed form and must contain a detailed description of the parties, the deal, the affected markets, market shares and the competi - tive effects. The following information and documents must also be provided in the formal filing: • the transactional documents (or the latest draft); • any documents prepared by the parties for the purposes of evaluating the transaction; • internal documents directly related to the deal, such as analyses of its competitive effects, market studies and key agreements; and • financial data needed to verify: (a) turnover; (b) the size and value of the relevant markets; and (c) the parties’ market shares on the relevant markets. The Decree on the Concentration of Companies Noti - fication Form determines the precise notification lay - out and contains a highly detailed description of its required contents, distinguishing between the simpli - fied and full notification procedures. Notably, the notifying party may request that certain information or supporting documents need not be
submitted where they can demonstrate that this is not necessary for the CPA’s assessment of the con - centration. Language of the Submission Filings are made in Slovene as the procedure is han - dled in Slovene. Supporting documents in another language generally need a certified translation. How - ever, in practice, the CPA has already accepted docu - ments in the English language and has not required translations or has accepted only partial translation of the most important parts of documents. Other Submission Requirements The CPA does not prescribe specific formalities such as notarisation or apostille for the documents sub - mitted with a notification and does not, as a matter of course, verify whether the underlying transactions have been executed in the form required for validity under Slovenian law – for instance, whether a share transfer agreement has been executed in notarised form where so required. That said, compliance with such formalities remains particularly important from the perspective of the law of obligations, as failure to observe the requisite form may render the underlying transaction invalid or voidable under general Slove - nian contract law. 3.6 Penalties/Consequences of Incomplete or If the filing is incomplete and the deficiency is not cor - rected within the time set, the concentration is treated as not notified, which means the review clock does not start and the parties remain subject to the stand - still obligation and the risk of fines. If a company ignores a formal, decision-backed request by the CPA to supply the missing informa - tion, the CPA can impose a periodic administrative sanction (a daily fine) of up to 5% of the average daily total turnover of the group in the preceding business year to force compliance. Inaccurate Notification Incomplete Notifications Because the Decree on the Concentration of Compa - nies Notification Form is highly exhaustive, requests for supplementation are a standard feature of Slo - venian merger control. The CPA frequently pauses
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